Companies Act and Corporate Governance in India: Quo Vadis?

Abstract

The theoretical framework of the paper draws from institutional economics and conceptual framework of corporate governance is derived from incomplete contract among various stakeholders in a firm. Three institutions stand at the center of a capitalist economy: private property, markets, and the Rule of Law. Capitalism depends on the Rule of Law to prohibit coercion and fraud. Without the Rule of Law, long-term agreements and contracts cannot be provided by market, because people could not be prevented from dealing dishonestly with each other. It is in this context, we set out to examine critically evaluate the present form of Companies Act and its implications for corporate governance The paper analyses certain provisions in the Companies Act 2013 that will improve corporate governance by reducing conflicts at various levels. However, certain problem areas remain. They include incorporation of clause 49 in the Articles of Association, developing and incorporating company policy specific provisions under the model of corporate governance, fully independent audit committee, appointment of chief ethics officer, setting up independent committee on corporate governance issues, rotation of external auditors, number of independent directors, significant reduction in the number of companies of which a person can be director.